Common use of Sale and Purchase of Assets Clause in Contracts

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller the Sellers shall sell, assign, transfer, convey, assign convey and deliver to the Purchaser, and the Purchaser shall purchase purchase, acquire and accept from Sellerthe Sellers, free and clear of all Liens and liabilities, all of Seller’s Sellers’ right, title and interest in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):following:

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Closing the Seller shall sellsell assign, transfer, convey, assign convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase from the Seller, free and clear of any encumbrances all of Seller’s the right, title and interest in interest, in, and to all those assets of the following intellectual property or proprietary rights Seller identified on Schedule 2.1 (the “Transferred Intellectual PropertyAssets”):).

Sale and Purchase of Assets. On Subject to all of the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Closing Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser (or its designee) shall purchase and accept delivery from Seller, all of Seller’s right, title and interest in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):Seller of,

Sale and Purchase of Assets. On (a) Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the ClosingClosing hereunder, Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to Purchaser, and Purchaser shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all the Acquired Assets as of the following intellectual property or proprietary rights (Effective Time, free and clear of all Liens, except Permitted Liens, for the “Transferred Intellectual Property”):Purchase Price specified below in Section 1.3.

Sale and Purchase of Assets. On Upon the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Buyer shall purchase from Seller and Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase from SellerBuyer at Closing, all of Seller’s right, title and 's interest in and to all of the following intellectual property or proprietary rights assets and properties (the “Transferred Intellectual Property”):"Assets"), free and clear of any Encumbrances, other than Permitted Encumbrances:

Sale and Purchase of Assets. On the terms Closing Date (as hereinafter defined) and subject to the terms and conditions and other provisions set forth contained in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, assume and accept from Seller, free and clear of all of Seller’s liens and encumbrances, all right, title and interest in and to all of the following intellectual property or proprietary rights assets owned by Seller (the “Transferred Intellectual Property”"Assets"):

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at on the ClosingClosing Date (defined below), Seller shall will sell, transferassign, convey, assign transfer and deliver convey to PurchaserBuyer or its designees, and Purchaser shall purchase Buyer or its designees will purchase, acquire and accept from Seller, free and clear of Encumbrances, all of Seller’s rightrights, title and interest in and to all of the following intellectual property or proprietary rights assets of Seller (the “Transferred Intellectual PropertyPurchased Assets”):

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth stated in this Agreement, at on the ClosingClosing Date, Seller shall sell, transfer, convey, assign transfer and deliver to Purchaser, Buyer and Purchaser Buyer shall purchase and acquire from Seller, Seller all of Seller’s right, title and interest in and to all of the following intellectual property or proprietary rights operating assets and properties of Seller, tangible and intangible, of every kind and description owned by Seller in connection with the Product Line, wherever located, free and clear of all Encumbrances other than the Seller Retained Security Interest (the “Transferred Intellectual PropertyAcquired Assets”):), including, without limitation, the following:

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser shall Buyer agrees to purchase from SellerSeller at the Closing, the assets described in this Article 1, on the Closing Date, as the same shall exist on the Closing Date, in such condition and location as the same exist on the Closing Date, all of Seller’s right, title which are collectively referred to as the "Assets" and interest in and individually referred to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):as an "Asset," including:

Sale and Purchase of Assets. On the terms Closing Date (as hereinafter defined) and subject to the terms and conditions and other provisions set forth contained in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to PurchaserBuyers, and Purchaser Buyers shall purchase purchase, assume and accept from Seller, free and clear of all of Seller’s liens and encumbrances, all right, title and interest in and to all of the following intellectual property or proprietary rights assets owned by Seller (the “Transferred Intellectual Property”):"Assets"), including, but not limited to the following:

Sale and Purchase of Assets. On (a) Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the ClosingClosing hereunder, Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to Purchaser, and Purchaser shall purchase purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all the Acquired Assets as of the following intellectual property or proprietary rights (Effective Time, free and clear of all Liens, except Permitted Liens, for the “Transferred Intellectual Property”):Purchase Price specified below in Section 1.6.

Sale and Purchase of Assets. On At the Closing (as defined in Section 1.10 hereof) and subject to and upon the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Seller shall sell, convey, transfer, convey, assign and deliver or cause to be sold, conveyed, transferred, assigned and delivered to Purchaser, and Purchaser shall will purchase from Seller, free and clear of all of Seller’s rightsecurity interests, title and interest in and to all of liens, claims, mortgages, debts, charges, restrictions or other encumbrances (“Liens”), the following intellectual property or proprietary rights Purchased Assets (the “Transferred Intellectual Property”):as {M1108931.1 } - 2 -

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall will sell, assign, transfer, convey, assign convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), and Purchaser shall purchase from Sellerpurchase, or cause such of its Affiliates to purchase, all of Seller’s rightthe assets, title properties and interest rights used or useful in and to all the operation of or associated with the Business, including the following intellectual property or proprietary rights assets, but excluding the Excluded Assets (subject to Section 2.2, the “Transferred Intellectual Property”"Purchased Assets"):

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign sell and deliver transfer (or cause to be sold and transferred by its Affiliates) to Purchaser, and Purchaser shall purchase from Sellerpurchase, at the Closing, all of Seller’s 's and its Affiliates' right, title and interest as of the Closing Date in and to all of the following intellectual property or proprietary rights assets and properties (collectively, the “Transferred Intellectual Property”"Purchased Assets"):

Sale and Purchase of Assets. On Upon the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Seller shall sell, transfer, convey, and assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase from Seller, free and clear of all claims, liabilities, encumbrances, liens and security interests of any kind whatsoever, the Business as a going concern, and all of Seller’s right's rights, title title, and interest in and to all of the following intellectual property or proprietary rights assets (the “Transferred Intellectual Property”"Assets"):

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Seller shall will sell, transferassign, convey, assign transfer and deliver convey to Purchaserthe Buyer, and Purchaser shall purchase the Buyer will purchase, acquire and accept from the Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Seller’s right, title assets of every kind and interest in and to all of description (other than the following intellectual property or proprietary rights Excluded Assets) on the Closing Date (the “Transferred Intellectual PropertyPurchased Assets”):), including:

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, assign, transfer, conveydeliver and convey to Buyer the Acquired Assets, assign free and deliver to Purchaserclear of all Liens (other than Permitted Liens) of every kind, nature and Purchaser shall purchase from Seller, all of Seller’s right, title and interest description for the Purchase Price specified below in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):Section 2.8.

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, receive and accept from Seller, substantially all of Seller’s assets, including all of Seller’s right, title and interest in in, to and to all of under the following intellectual property or proprietary rights assets set forth below, but excluding the Excluded Assets (collectively, the “Transferred Intellectual PropertyPurchased Assets”):

Sale and Purchase of Assets. On Subject to the terms and subject to the --------------------------- conditions and other provisions set forth in of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to PurchaserBuyer, and Purchaser Buyer shall purchase, the Acquired Assets, free and clear of all Liens other than Permitted Liens, for the purchase from Seller, all of Seller’s right, title and interest price specified in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):Section 2.2.

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth stated in this Agreement, at the Closing, Seller the Sellers shall sell, transfer, convey, assign transfer and deliver to Purchaser, Buyer and Purchaser Buyer shall purchase and acquire from Sellerthe Sellers, whether owned by Sellers or any Affiliate thereof, all of Seller’s right, title and interest in and to all of the following intellectual property or proprietary rights assets (the “Transferred Intellectual PropertyAcquired Assets”):), wherever located, free and clear of all Encumbrances:

Sale and Purchase of Assets. On At the Closing, upon the terms and subject to the conditions and other provisions set forth in of this Agreement, at the ClosingPurchaser shall purchase from Seller, and Seller shall sell, transfer, convey, assign and deliver otherwise transfer to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title and interest (whether statutory, common law or otherwise) in and to all the following, in each case as in existence as of the following intellectual property or proprietary rights Closing but excluding the Excluded Assets (collectively, the “Transferred Intellectual PropertyAcquired Assets”):

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the ClosingClosing (as hereinafter defined), the Seller shall sellsell assign, transfer, convey, assign convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase from the Seller, free and clear of any encumbrances all of Seller’s the right, title and interest in interest, in, and to all those assets of the following intellectual property or proprietary rights Seller identified on Schedule 2.1 (the “Transferred Intellectual PropertyAssets”):).

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this AgreementAgreement (including Section 2.02 ), at the Closing, Closing Seller shall sell, assign, transfer, convey, assign convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire, pay for and accept from Seller, all of Seller’s right, title and interest of Seller and its Affiliates in the Territory in, to and to all of under the following intellectual property or proprietary assets, properties, privileges, claims and rights (collectively, the “Transferred Intellectual PropertyAssets”):), free and clear of all Encumbrances:

Sale and Purchase of Assets. On the terms and subject to the conditions and other provisions set forth in this Agreement, at the Closing, Seller shall will sell, assign, transfer, convey, assign convey and deliver to Purchaser, free and clear of all Liens (other than Permitted Liens), and Purchaser shall purchase from Sellerpurchase, all of Seller’s rightassets, title properties and interest rights used in and or useful to all the operation of the Business, including the following intellectual property or proprietary rights assets, but excluding the Excluded Assets (subject to Section 2.2, the “Transferred Intellectual Property”"Purchased Assets"):

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to Purchaser, and Purchaser shall purchase from Sellerpurchase, the Acquired Assets, free and clear of all of Seller’s rightLiens other than Permitted Liens, title and interest for the Purchase Price specified in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):Section 2.2.

Sale and Purchase of Assets. On Subject to the terms and subject to the conditions and other provisions set forth in of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to PurchaserBuyer, and Purchaser Buyer shall purchase, the Acquired Assets, free and clear of all Liens other than Permitted Liens, for the purchase from Seller, all of Seller’s right, title and interest price specified in and to all of the following intellectual property or proprietary rights (the “Transferred Intellectual Property”):Section 2.2. 2.2